Common use of Failure of Non-Initiating Member to Exercise Purchase Option; Marketing of Properties Clause in Contracts

Failure of Non-Initiating Member to Exercise Purchase Option; Marketing of Properties. (a) If the Initiating Member delivers a Buy-Sell Notice and the Non-Initiating Member elects (or is deemed to have elected) the Sale Option, then the Initiating Member shall have the obligation to either (i) during the ninety (90) day period (“Sale Period”) following the exercise or deemed exercise of the Sale Option to take all steps reasonably necessary to complete the sale of the Buy/Sell Property to a third party for a cash price equal to or greater than ninety-five percent (95%) of the Buy/Sell Price and on terms deemed satisfactory to the Initiating Member in its sole discretion; provided, however, that in no event shall the Initiating Member have the right to execute on behalf of the Company any contract or documentation imposing personal liability on any Member or Affiliate thereof or indemnifying the purchaser for any breaches of covenants, representations or warranties of the Company beyond one year after the date of sale or the expiration of the relevant statute of limitations, as applicable, or (ii) during the sixty (60) day period following the exercise or deemed exercise of the Sale Option to deliver written notice to the Non-Initiating Member stating its intention to purchase the interest of the Non-Initiating Member in the Buy/Sell Property for a cash price (the “Non-Initiating Member Purchase Price”) equal to the amount which would be distributed under Section 4.1 to the Non-Initiating Member if the Buy/Sell Property was sold at one hundred percent (100%) of the price set forth in the Buy/Sell Notice (and all of the Company’s liabilities with respect to the Buy/Sell Property were paid, in full, and rents, taxes and other similar items were pro-rated, and the Company was liquidated). (b) If the Initiating Member delivers written notice to the Non-Initiating Member electing to purchase the interest the Non-Initiating Member in the Buy/Sell Property, upon delivery of such notice, the Initiating Member shall be obligated to purchase the interest the Non-Initiating Member in the Buy/Sell Property and the Non-Initiating Member shall be obligated to sell its interest in the Buy/Sell Property to the Initiating Member for a cash price equal to the Non-Initiating Member Purchase Price. (c) Any marketing of the Buy/Sell Property shall be done in a commercially reasonable manner, and in the event the Initiating Member causes the Company or the Members to enter into any term sheet, letter of intent or contract for the sale of the Buy/Sell Property, any such document shall include customary confidentiality provisions requiring the third party to keep information regarding the Company confidential and prohibiting the disclosure of any information relating to the Company to any person other than its attorneys, advisors, representatives and lenders.

Failure of Non-Initiating Member to Exercise Purchase Option; Marketing of Properties. (a) If the Initiating Member delivers a Buy-Sell Notice and the Non-Initiating Member elects (or is deemed to have elected) the Sale Option, then the Initiating Member shall have the obligation to either (i) during the ninety one hundred eighty (90180) day period (“Sale Period”) following the exercise or deemed exercise of the Sale Option to take all steps reasonably necessary to complete the sale of the Buy/Sell Property Properties to a third party for a cash price equal to or greater than ninety-five percent (95%) of the Buy/Sell Price and on terms deemed satisfactory to the Initiating Member in its sole discretion; provided, however, that in no event shall the Initiating Member have the right to execute on behalf of the Company any contract or documentation imposing personal liability on any Member or Affiliate thereof or indemnifying the purchaser for any breaches of covenants, representations or warranties of the Company beyond one year after the date of sale or the expiration of the relevant statute of limitations, as applicable, or (ii) during the sixty (60) day period following the exercise or deemed exercise of the Sale Option to deliver written notice to the Non-Initiating Member stating its intention to purchase the interest Membership Interest of the Non-Initiating Member in the Buy/Sell Property for a cash price (the “Non-Initiating Member Purchase Price”) equal to the amount which would be distributed under Section 4.1 to the Non-Initiating Member if the Buy/Sell Property was Properties were sold at one hundred percent (100%) of the price set forth in the Buy/Sell Notice (and all of the Company’s liabilities with respect to the Buy/Sell Property were paid, in full, and rents, taxes and other similar items were pro-rated, and the Company was liquidated). (b) If the Initiating Member delivers written notice to the Non-Initiating Member electing to purchase the interest Membership Interest of the Non-Initiating Member in the Buy/Sell PropertyMember, upon delivery of such notice, the Initiating Member shall be obligated to purchase the interest Membership Interest of the Non-Initiating Member in the Buy/Sell Property and the Non-Initiating Member shall be obligated to sell its interest in the Buy/Sell Property Membership Interest to the Initiating Member for a cash price equal to the Non-Initiating Member Purchase Price. (c) Any marketing of the Buy/Sell Property Properties shall be done in a commercially reasonable manner, and in the event the Initiating Member causes the Company or the Members to enter into any term sheet, letter of intent or contract for the sale of the Buy/Sell PropertyProperties, any such document shall include customary confidentiality provisions requiring the third party to keep information regarding the Company confidential and prohibiting the disclosure of any information relating to the Company to any person other than its attorneys, advisors, representatives and lenders.

Failure of Non-Initiating Member to Exercise Purchase Option; Marketing of Properties. (a) If the Initiating Member delivers a Buy-Sell Notice and the Non-Initiating Member elects (or is deemed to have elected) the Sale Option, then the Initiating Member shall have the obligation to either (i) during the ninety one hundred eighty (90180) day period (“Sale Period”) following the exercise or deemed exercise of the Sale Option to take all steps reasonably necessary to complete the sale of the Buy/Sell Property to a third party for a cash price equal to or greater than ninety-five percent (95%) of the Buy/Sell Price and on terms deemed satisfactory to the Initiating Member in its sole discretion; provided, however, that in no event shall the Initiating Member have the right to execute on behalf of the Company any contract or documentation imposing personal liability on any Member or Affiliate thereof or indemnifying the purchaser for any breaches of covenants, representations or warranties of the Company beyond one year after the date of sale or the expiration of the relevant statute of limitations, as applicable, or (ii) during the sixty (60) day period following the exercise or deemed exercise of the Sale Option to deliver written notice to the Non-Initiating Member stating its intention to purchase the interest of the Non-Initiating Member in the Buy/Sell Property for a cash price (the “Non-Initiating Member Purchase Price”) equal to the amount which would be distributed under Section 4.1 to the Non-Initiating Member if the Buy/Sell Property was sold at one hundred percent (100%) of the price set forth in the Buy/Sell Notice (and all of the Company’s liabilities with respect to the Buy/Sell Property were paid, in full, and rents, taxes and other similar items were pro-rated, and the Company was liquidated). (b) If the Initiating Member delivers written notice to the Non-Initiating Member electing to purchase the interest the Non-Initiating Member in the Buy/Sell Property, upon delivery of such notice, the Initiating Member shall be obligated to purchase the interest the Non-Initiating Member in the Buy/Sell Property and the Non-Initiating Member shall be obligated to sell its interest in the Buy/Sell Property to the Initiating Member for a cash price equal to the Non-Initiating Member Purchase Price. (c) Any marketing of the Buy/Sell Property shall be done in a commercially reasonable manner, and in the event the Initiating Member causes the Company or the Members to enter into any term sheet, letter of intent or contract for the sale of the Buy/Sell Property, any such document shall include customary confidentiality provisions requiring the third party to keep information regarding the Company confidential and prohibiting the disclosure of any information relating to the Company to any person other than its attorneys, advisors, representatives and lenders.